GoFintech Quantum Innovation Limited — Proxy Solicitation & Information Statement 2007

Mar 29, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in New Times Group Holdings Limited (the “ Company ”), you should at once hand this circular together with the enclosed form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

NEW TIMES GROUP HOLDINGS LIMITED 新時代集團控股有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 166)

REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

A notice convening a special general meeting of the Company to be held at 2:30 p.m. on Monday, 16 April 2007, at Room 2003-06 Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong is set out in this circular. Whether or not you intend to attend the meeting in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit at the share registrar of the Company in Hong Kong, Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

29 March 2007

* For identification purpose only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Reasons for the New Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Equity fund raising activities in the past twelve months . . . . . . . . . . . . . . . . . . . .	5
The New Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Poll procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Letter from Hercules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

“AGM”	the annual general meeting of the Company held on 8
	September 2006 for the Shareholders to approve,
	inter alia, the Existing Issue Mandate
“associates”	has the same meaning as ascribed to it under the
	Listing Rules
“Board”	the board of Directors
“Bye-laws”	the Bye-laws of the Company
“Company”	New Times Group Holdings Limited, a company
	incorporated in Bermuda with limited liability, the
	issued Shares of which are listed on the Stock Exchange
“Directors”	the directors of the Company
“Existing Issue Mandate”	the general mandate approved at the AGM to grant to
	the Directors to allot, issue and deal with Shares of up
	to 20% of the issued share capital of the Company as
	at the date of passing the relevant ordinary resolution
“Group”	the Company and its subsidiaries
“Hercules”	Hercules Capital Limited, a licensed corporation to
	carry out type 6 (advising on corporate finance)
	regulated activities under the Securities and Futures
	Ordinance and the independent financial adviser
	appointed to advise the Independent Board Committee
	and the Independent Shareholders in respect of the
	New Issue Mandate
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Independent Board Committee”	an independent committee of the Board, comprising
	the independent non-executive Directors, to advise the
	Independent Shareholders in respect of the New Issue
	Mandate

– 1 –

DEFINITIONS

“Independent Shareholder(s)” Shareholders other than the controlling Shareholders, the executive and non-executive Directors, and the chief executive of the Company and their respective associates, and other Shareholders who may not be permitted to vote under the Listing Rules “Latest Practicable Date” 27 March 2007, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “New Issue Mandate” the general mandate proposed to be granted to the Directors at the SGM to allot, issue and otherwise deal with additional Shares not exceeding 20% of the issued share capital of the Company as at the date of the SGM “SGM” the special general meeting of the Company to be convened and held on Monday, 16 April 2007 to consider and, if appropriate, to approve the proposed grant of the New Issue Mandate “Shares” ordinary shares of HK$0.10 each in the capital of the Company “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent.

– 2 –

LETTER FROM THE BOARD

NEW TIMES GROUP HOLDINGS LIMITED 新時代集團控股有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 166)

Executive Directors: Mr. Wu Jian Feng Mr. Zhang Cheng Jie

Non-executive Directors:

Mr. Chan Chi Yuen Mr. Chan Chung Yin, Victor

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong:

Independent Non-executive Directors:

Mr. Fung Chi Kin Mr. Qian Zhi Hui Mr. Chiu Wai On

Unit 2003-06, Shui On Centre 6-8 Harbour Road Wanchai Hong Kong

29 March 2007

To the Shareholders

Dear Sir/Madam,

REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES

INTRODUCTION

The purposes of this circular are: (i) to provide you with information relating to the refreshment of the Existing Issue Mandate; (ii) to set out the recommendation from the Independent Board Committee to the Independent Shareholders in relation to the refreshment of the Existing Issue Mandate; (iii) to set out a letter from Hercules to the Independent Board Committee and the Independent Shareholders in relation to the refreshment of the Existing Issue Mandate; (iv) to provide Shareholders with a notice of SGM at which an ordinary resolution will be proposed to consider and, if thought fit, approve the New Issue Mandate.

REASONS FOR THE NEW ISSUE MANDATE

The Group is principally engaged in the business of property investment and development and has been diversifying into Zinc business. On 16 November 2006, the Company announced that the Group (i) has been diversifying from property investment and development business into Zinc business; (ii) had commenced Zinc trading business; and (iii) was seeking further business opportunity in the mining, ore processing, smelting and refining operation of Zinc.

* For identification purpose only

– 3 –

LETTER FROM THE BOARD

At the AGM, Shareholders approved, inter alia , an ordinary resolution to grant to the Directors the Existing Issue Mandate to allot and issue not more than 92,721,006 Shares, being 20% of the entire issued share capital of the Company of 463,605,030 Shares as at the date of passing of the resolution. The following table summarises the use of the Existing Issue Mandate since the AGM:

				Intended use of	Actual use of proceeds
Date of				net proceeds as	as at the Latest
announcement	Description		Net proceeds	announced	Practicable Date
21 December 2006	(i) Top-up placing of		(i) About	For general	The net proceeds of
		50,640,000 Shares	HK$17.15	working capital	HK$20.0 million will
		at HK$0.35 each	million	and/or possible	be used as intended for
		(“Top-Up Placing”);		investment	working capital and the
		and		in future	remaining balance of
					HK$11.75 million will
	(ii) Subscription of		(ii) About		be used as intended
		42,060,000	HK$14.60		for possible
		Shares by five	million		investment in future
		share subscribers
		at HK$0.35 each
		(“Share Subscription”)

The Top-Up Placing and the Share Subscription were completed on 29 December 2006. Accordingly, 92,700,000 Shares were issued under the Existing Issue Mandate granted to the Directors at the AGM and only a further 21,006 Shares can be issued under the Existing Issue Mandate.

Although the Directors have no present intention to exercise the New Issue Mandate to allot Shares, as disclosed in the Company’s announcement dated 16 November 2006, the Company has been actively looking for suitable zinc mine related investment opportunities and therefore may require additional funding. These opportunities may or may not involve the issue of new Shares. Although the Company has not entered into solid negotiation regarding any investment opportunities, the Board believes that the refreshment of the Existing Issue Mandate is in the best interests of the Company and the Shareholders as a whole by virtue of maintaining financial flexibility for the Group’s future business development. The Board also considers equity financing to be an important avenue of resources to the Group since it does not create any interest paying obligations on the Group. In appropriate circumstances, the Group will also consider other financing methods such as debt financing or internal cash resources to fund its future business development. While the Board considers that there is no immediate funding need for the Group’s current operations and that there is currently no concrete proposal presented by potential investors for investment in the Shares, the Board proposed to refresh the general mandate for the Directors to issue and allot Shares not exceeding 20% of the issued share capital of the Company as at the date of the SGM such that should future funding needs arise or attractive terms for investment in the Shares become available from potential investors, the Board will be able to respond to the market promptly.

– 4 –

LETTER FROM THE BOARD

EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

Apart from the Top-Up Placing and the Share Subscription, the Company conducted the following equity fundraising activities in the past 12 months immediately preceding the Latest Practicable Date:

Actual use Intended use of of proceeds as Date of net proceeds as at the Latest announcement Description Net proceeds announced Practicable Date 30 March 2006 Issue of About HK$4.9 For general Utilised as general HK$5,000,000 2% million working capital working capital convertible notes and/or possible of the Group due 2008 investment in future.

THE NEW ISSUE MANDATE

As at the Latest Practicable Date, the Company had an aggregate of 556,305,030 Shares in issue. Subject to the passing of the ordinary resolution for the approval of the New Issue Mandate and on the basis that no further Shares are issued and/or repurchased by the Company between the Latest Practicable Date and the date of the SGM, the Company would be allowed under the New Issue Mandate to allot and issue up to 111,261,006 Shares, being 20% of the total number of Shares in issue as at the Latest Practicable Date.

The New Issue Mandate will, if granted, remain effective until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by Bermuda law or Bye-laws; and (iii) its revocation or variation by ordinary resolutions of the Shareholders in general meeting.

The Board currently expects that the next annual general meeting of the Company will be held in mid-June 2007.

POLL PROCEDURE

Pursuant to Bye-law 66, a poll may be demanded in relation to a resolution put to the vote of the SGM before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll:

• (a) by the chairman of such meeting; or

• (b) by at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

– 5 –

LETTER FROM THE BOARD

• (c) by any Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) by any Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

In addition, in compliance with the Listing Rules, any vote of shareholders at a general meeting will be taken on a poll where:

• (a) the chairman of the general meeting and/or the directors individually or collectively hold proxies in respect of shares representing 5% or more of the total voting rights at the general meeting, and the meeting votes, on a show of hands, in the opposite manner to that instructed in those proxies unless it is apparent from the total proxies held that a vote taken on a poll will not reverse the vote taken on a show of hands;

• (b) the meeting is to approve connected transactions;

• (c) the meeting is to approve transactions that are subject to independent shareholders’ approval pursuant to the Listing Rules;

• (d) the meeting is to approve granting of options to a substantial shareholder or an independent non-executive director of the issuer, or any of their respective associates, as required under the Listing Rules; or

• (e) the meeting is to approve any other transactions in which a shareholder has a material interest and is therefore required to abstain from voting at the general meeting.

SGM

Pursuant to Rule 13.36(4)(a) of the Listing Rules, the New Issue Mandate requires the approval of the Independent Shareholders at the SGM at which any of the controlling Shareholders and their associates or, where there are no controlling Shareholders, Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the relevant resolution. As at the Latest Practicable Date, there was no controlling Shareholders and none of the Directors and their associates had any interests in the Shares.

– 6 –

LETTER FROM THE BOARD

The notice convening the SGM is set out on pages 15 to 17 of this circular. At the SGM, an ordinary resolution will be proposed to approve refreshment of the Existing Issue Mandate. A form of proxy for use at the SGM is enclosed with this circular. Whether or not you intend to attend the meeting in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit at the share registrar of the Company in Hong Kong, Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

RECOMMENDATION

The text of the letter of advice from Hercules containing its recommendation and the principal factors and reasons it has taken into account in arriving at its recommendation are set out on pages 9 to 14 of this circular.

The Independent Board Committee, having taken into account the advice of Hercules, consider that refreshment of the Existing Issue Mandate is in the interests of the Company and the Shareholders as a whole and accordingly recommends the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM for approving refreshment of the Existing Issue Mandate. The full text of the letter from the Independent Board Committee is set out on page 8 of this circular.

The Directors consider that the refreshment of Existing Issue Mandate is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the SGM.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully

For and on behalf of the Board

New Times Group Holdings Limited Wu Jian Feng Executive Director

– 7 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

NEW TIMES GROUP HOLDINGS LIMITED 新時代集團控股有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 166)

29 March 2007

To the Independent Shareholders

Dear Sir/Madam,

REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES

We refer to the circular of the Company dated 29 March 2007 (the “ Circular ”) of which this letter forms part. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as defined in the Circular.

The Independent Board Committee has been established by the Board for the purpose of advising the Independent Shareholders in connection with the refreshment of the Existing Issue Mandate.

Having considered the principal reasons and factors considered by, and the advice of, Hercules as set out in its letter of advice to us on pages 9 to 14 of the Circular, we are of the opinion that refreshment of the Existing Issue Mandate is in the interests of the Company and the Shareholders as a whole and the terms of the New Issue Mandate are fair and reasonable so far as the Company and the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the New Issue Mandate.

Yours faithfully For and on behalf of

the Independent Board Committee Mr. Qian Zhi Hui

Mr. Fung Chi Kin

Mr. Chiu Wai On

Independent Non-executive Directors

* For identification purpose only

– 8 –

LETTER FROM HERCULES

The following is the text of the letter of advice from Hercules to the Independent Board Committee and the Independent Shareholders, prepared for the purpose of inclusion in this circular:

1503 Ruttonjee House 11 Duddell Street Central Hong Kong

29 March 2007

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

REFRESHMENT OF GENERAL MANDATE TO ALLOT AND ISSUE SHARES

We refer to our engagement as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the refreshment of the Existing Issue Mandate, details of which are set out in the letter from the Board contained in the circular of the Company dated 29 March 2007 to the Shareholders (the “ Circular ”), of which this letter forms part. Unless the context requires otherwise, terms used in this letter have the same meanings as defined elsewhere in the Circular.

As at the Latest Practicable Date, only a further 21,006 Shares can be issued under the Existing Issue Mandate. The Board therefore proposes to seek approval from the Independent Shareholders to refresh the general mandate for the Directors to issue and allot Shares not exceeding 20% of the issued share capital of the Company as at the date of the SGM.

The Independent Board Committee, comprising all the independent non-executive Directors, namely Mr. Fung Chi Kin, Mr. Qian Zhi Hui and Mr. Chiu Wai On, has been formed to advise the Independent Shareholders in respect of the refreshment of the Existing Issue Mandate. We have been appointed to act as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

In formulating our recommendations, we have relied on the information and representations supplied, and the opinions expressed, by the Directors and have assumed that all statements and representations made or referred to in the Circular are true, accurate and complete at the time they were made and as at the date of the Circular, and will continue as such at the date of the SGM. We have no reason to doubt the truthfulness,

– 9 –

LETTER FROM HERCULES

accuracy and completeness of the information, opinions and representations contained or referred to in the Circular and provided to us by the Directors, and consider that they may be relied upon in formulating our opinion. The Directors have confirmed that, having made all reasonable enquiries and to the best of their knowledge and belief, there are no material facts the omission of which would make any statements in the Circular misleading. We consider that we have reviewed sufficient information to reach an informed view as set out in this letter, to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our recommendation as required under Rule 13.80 of the Listing Rules. We have no reason to suspect that any material information has been withheld by the Directors or management of the Group, or is misleading, untrue or inaccurate. We have not, however, for the purpose of this exercise, conducted any independent detailed investigation or audit into the businesses or affairs or future prospects of the Group.

PRINCIPAL FACTORS CONSIDERED

The principal factors that we have taken into consideration in arriving at our opinion are set out below:

A. Background and rationale

The Group is principally engaged in the business of property investment and development and has been diversifying into Zinc business. On 16 November 2006, the Company announced that the Group (i) has been diversifying from property investment and development business into Zinc business; (ii) had commenced Zinc trading business; and (iii) was seeking further business opportunity in the mining, ore processing, smelting and refining operation of Zinc.

At the AGM, the Shareholders granted the general mandates to the Directors to, inter alia , allot, issue and deal with up to 92,721,006 Shares, representing 20% of the then issued shared capital of the Company.

The Company has not refreshed the general mandate to issue Shares since the AGM. On 21 December 2006, the Board announced, inter alia , the following:

• (i) Good Power International Limited (the “ Vendor ”) agreed to place, through Kingston Securities Limited as the placing agent, an aggregate of 50,640,000 Shares, on a fully underwritten basis, to placees who and whose ultimate beneficial owner are third parties independent of the Company and its connected persons (as defined in the Listing Rules), at a price of HK$0.35 per Share, and that the Vendor agreed to subscribe for an aggregate of 50,640,000 top-up subscription Shares at a price of HK$0.35 per Share (the “ Top-Up Placing ”); and

• (ii) five share subscribers agreed to subscribe for and the Company agreed to allot and issue in aggregate 42,060,000 new Shares for cash consideration at a subscription price of HK$0.35 per Share (the “ Share Subscription ”).

– 10 –

LETTER FROM HERCULES

Accordingly, 92,700,000 Shares were issued under the Existing Issue Mandate granted to the Directors at the AGM. The Company raised approximately HK$31.75 million after expenses from the Top-Up Placing and the Share Subscription. The net proceeds arising from the Top-Up Placing and the Share Subscription of approximately HK$31.75 million are intended to be used as general working capital for the Group and/or possible investment in future.

Other than the Top-Up Placing and the Share Subscription, the Company announced on 30 March 2006 that the Company agreed to issue convertible notes (the “ Convertible Note ”) in an aggregate principal amount of HK$5,000,000 to Mr. So Chi Ming and/or his nominees to raised approximately HK$4.9 million net of expenses. The Convertible Note carries a fixed rate of interest of 2.0% per annum and can be converted into Shares at the initial conversion price of HK$0.165 per Share during the conversion period. According to management of the Company, the Convertible Note was fully converted into conversion Shares in April 2006 and the conversion shares were allotted and issued pursuant to the general mandate granted to the Directors at the annual general meeting of the Company held on 30 November 2005. Save as the foregoing, no other fundraising activities took place within the twelve-month period up to and including the Latest Practicable Date.

Upon completion of the Top-Up Placing and the Share Subscription, only a further 21,006 Shares can be issued under the Existing Issue Mandate. As such, the Board proposes to refresh the general mandate for the Directors to issue and allot Shares not exceeding 20% of the issued share capital of the Company as at the date of the SGM.

At the SGM, an ordinary resolution will be proposed to give the Directors the New Issue Mandate to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the SGM.

The New Issue Mandate will, if granted, remain effective until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by Bermuda law or Bye-laws; and (iii) its revocation or variation by ordinary resolutions of the Shareholders in a general meeting.

As stated in the letter from the Board, the Directors have no present intention to exercise the New Issue Mandate to allot Shares but as disclosed in the Company’s announcement dated 16 November 2006, the Company has been actively looking for suitable zinc mine related investment opportunities and therefore may require funding when such opportunities arise. These opportunities, however, may or may not involve issue of new Shares.

– 11 –

LETTER FROM HERCULES

B. Flexibility in financing alternatives

The Directors are of the view that the granting of the New Issue Mandate will enhance the flexibility of the Company to manage its business, in particular:

• (i) the Company has been actively looking for suitable zinc mine related investment opportunities and therefore may require funding when such opportunities arise;

• (ii) as at the Latest Practicable Date only a further 21,006 Shares can be issued under the Existing Issue Mandate, should any investment opportunities arise that require the issue of new Shares, a specific mandate would have to be sought and there would be no certainty as to whether the requisite Shareholders’ approval could be obtained in a timely manner; and

• (iii) the New Issue Mandate would provide the Company with flexibility to raise additional capital for any future investment or as working capital of the Group,

and is therefore in the interests of the Company and the Shareholders as a whole.

In view of the above, and having considered the New Issue Mandate offers the Company an opportunity to raise funds by equity financing, particularly in a favourable equity market environment, which is important given the nature of equity financing is non-interest bearing and requires no collateral or security; and also a broader capital base may enhance the liquidity of the Shares, we are of the view that the granting of the New Issue Mandate would provide the Company with the flexibility to fulfil any possible funding requirements of the Group’s future business development.

C. Other financing alternatives

As advised by the Directors, apart from equity financing, the Group will also consider other financing alternatives such as debt financing or bank borrowings. However, such alternatives depend on the Group’s profitability, financial position, cost of funding and the then prevailing market condition. In addition, these alternatives may subject to lengthy due diligence and negotiations. The Directors also confirmed that they would exercise due and careful consideration when choosing the best method of financing for the Group.

We consider that the granting of the New Issue Mandate will provide the Company with an additional alternative and it is reasonable for the Company to have the flexibility in deciding the financing methods for its future business development. As such, we are of the view that the granting of the New Issue Mandate is in the interests of the Company and the Shareholders as a whole.

– 12 –

LETTER FROM HERCULES

D. Potential dilution to shareholding of the Independent Shareholders

The table below sets out the shareholdings of the Company as at the Latest Practicable Date and, for illustrative purpose, the potential dilution effect upon full utilisation of the New Issue Mandate.

Substantial Shareholders Good Power International Limited(1) Kistefos Investment A.S.(2) Mr. So Chi Ming Other public Shareholders Exercise of the New General Mandate Total	As at the Latest Practicable Date Number of Shares % 119,712,500 21.5% 62,400,000 11.2% 30,303,030 5.5% 343,889,500 61.8% – – 556,305,030 100.0%	Upon full utilisation of the New Issue Mandate Number of Shares % 119,712,500 17.9% 62,400,000 9.4% 30,303,030 4.5% 343,889,500 51.5% 111,261,006 16.7% 667,566,036 100.0%	Upon full utilisation of the New Issue Mandate Number of Shares % 119,712,500 17.9% 62,400,000 9.4% 30,303,030 4.5% 343,889,500 51.5% 111,261,006 16.7% 667,566,036 100.0%
			100.0%

Notes:

• (1) Good Power International Limited is 80% owned by Mr. Tse On Kin and 20% owned by Ms. Wong Chin Yen.

• (2) So far is known to the Directors, Kistefos Investment A.S. is wholly-owned by A.S. Kistefos Traesliberi, in which Mr. Christen Sveaas has an 85% beneficial interest.

As illustrated in the table above, assuming no other Shares are issued or repurchased by the Company, the aggregate shareholding of the existing Shareholders will be diluted by 16.7% upon full utilisation of the New Issue Mandate.

Taking into account the benefits of the New Issue Mandate as discussed above and the fact that the shareholdings of all Shareholders will be diluted to the same extent, we consider such dilution or potential dilution of shareholding to be acceptable.

RECOMMENDATION

Having considered the abovementioned principal factors and reasons in summary:

1. the Company has not refreshed the general mandate to issue Shares since the AGM;

2. only a further 21,006 Shares can be issued under the Existing Issue Mandate;

– 13 –

LETTER FROM HERCULES

1. the refreshment of the Existing Issue Mandate will enhance the flexibility of the Company to manage its business;

2. the New Issue Mandate offers the Company an opportunity to raise funds by equity financing, particularly in a favourable equity market environment, which is important given the nature of equity financing is non-interest bearing and requires no collateral or security; and also a broader capital base may enhance the liquidity of the Shares;

3. it is reasonable for the Company to have the flexibility in deciding the financing methods for its future business development;

4. the Directors have confirmed that they would exercise due and careful consideration when choosing the best method of financing for the Group; and

5. the shareholdings of all Shareholders will be diluted to the same extent upon full utilisation of the New Issue Mandate,

we consider that the refreshment of the Existing Issue Mandate is fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we would recommend the Independent Shareholders, as well as the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the resolution to approve the New Issue Mandate at the SGM.

Yours faithfully, For and on behalf of Hercules Capital Limited Louis Koo Managing Director

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NOTICE OF SGM

NEW TIMES GROUP HOLDINGS LIMITED 新時代集團控股有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 166)

NOTICE IS HEREBY GIVEN that a special general meeting of New Times Group Holdings Limited (the “ Company ”) will be held at 2:30 p.m. on Monday, 16 April 2007, at Room 2003-06 Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing the following resolution:

ORDINARY RESOLUTION

1. “ THAT , to the extent not already exercised, the mandate to allot and issue shares of the Company given to the directors (the “ Directors ”) of the Company at the annual general meeting of the Company held on 8 September 2006 be and is hereby revoked and replaced by the mandate THAT :

2. (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares of HK$0.10 each (the “ Shares ”) in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

3. (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

4. (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws (the “ Bye-laws ”) of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

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* For identification purpose only

NOTICE OF SGM

• (d) for the purpose of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws, the Companies Act 1981 of Bermuda or any other applicable law of Bermuda to be held; or

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

By order of the Board New Times Group Holdings Limited Wu Jian Feng Executive Director

Hong Kong, 29 March 2007

Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Head office and principal place of Business in Hong Kong: Unit 2003-06, Shui On Centre 6-8 Harbour Road Wanchai Hong Kong

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NOTICE OF SGM

Notes:

1. A shareholder entitled to attend and vote at the above meeting may appoint one or more than one proxy to attend and to vote in his stead. A proxy need not be a shareholder of the Company.

2. Where there are joint registered holders of any Share, any one such persons may vote at the meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.

3. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the office of the share registrar of the Company in Hong Kong, Tengis Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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